[8-K] MetLife, Inc. Reports Material Event

Rhea-AI Filing Summary

MetLife, Inc. (NYSE: MET) filed a Form 8-K to report the results of its June 17, 2025 annual meeting of common shareholders. Three routine governance items were submitted and all received majority support.

• Board elections: Shareholders re-elected all eleven directors for terms expiring at the 2026 annual meeting. Support levels ranged from 97.8 % for Christian Mumenthaler to 94.4 % for Denise M. Morrison. Total broker non-votes on director items were 41.7 million.
• Auditor ratification: Deloitte & Touche LLP was re-appointed as independent auditor for 2025, receiving 558.7 million “For” votes (approx. 93 %), with 38.9 million against and 0.5 million abstentions.
• Say-on-Pay (advisory): Compensation for named executive officers was approved with 528.3 million “For” votes (approx. 95 %), 26.3 million against, and 1.9 million abstentions; 41.7 million broker non-votes applied.

No other business, financial results, or strategic transactions were disclosed. The filing is strictly limited to Item 5.07, indicating normal-course corporate governance actions rather than material operational developments.

Positive

• Strong shareholder support for all eleven directors, with the lowest approval still around 94 %, indicates broad investor confidence in current board composition.
• Auditor ratification passed with 93 % support, suggesting continued confidence in financial reporting integrity.
• Say-on-Pay received 95 % approval, lowering the risk of compensation-related activism or reputational issues.

Negative

• A few directors (e.g., Denise M. Morrison 6 % against; R. Glenn Hubbard 5 % against) faced higher opposition than peers, hinting at pockets of shareholder concern, though still immaterial.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549  

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 17, 2025

METLIFE, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-15787

13-4075851

(Commission File Number)

(IRS Employer Identification No.)

200 Park Avenue,

New York,

NY

10166-0188

(Address of Principal Executive Offices)

(Zip Code)

(212) 578-9500

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, par value $0.01			MET			New York Stock Exchange
Floating Rate Non-Cumulative Preferred Stock, Series A, par value $0.01			MET PRA			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 5.625% Non-Cumulative Preferred Stock, Series E			MET PRE			New York Stock Exchange
Depositary Shares, each representing a 1/1,000th interest in a share of 4.75% Non-Cumulative Preferred Stock, Series F			MET PRF			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

At MetLife, Inc.’s (the “Company’s”) annual meeting of common shareholders on June 17, 2025, the shareholders:

•elected eleven Directors, each for a term expiring at the Company’s 2026 annual meeting of shareholders;

•ratified the appointment of Deloitte & Touche LLP as the Company’s independent auditor for 2025; and

•approved, on an advisory (non-binding) basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the Company’s Proxy Statement.

Election of Directors:

Nominee Name			Votes For			Votes Against			Abstained			Broker Non-Votes
Carlos M. Gutierrez			552,313,938			3,707,716			445,059			41,657,928
Carla A. Harris			536,443,898			19,594,867			427,948			41,657,928
Laura J. Hay			551,982,945			4,046,572			437,196			41,657,928
R. Glenn Hubbard, Ph.D.			526,301,793			29,719,748			445,172			41,657,928
Jeh C. Johnson			546,186,322			9,804,058			476,333			41,657,928
William E. Kennard			547,756,657			8,253,575			456,481			41,657,928
Michel A. Khalaf			553,359,018			2,657,810			449,885			41,657,928
Diana L. McKenzie			554,392,841			1,643,953			429,919			41,657,928
Denise M. Morrison			522,721,654			31,759,823			1,985,236			41,657,928
Christian Mumenthaler			555,289,323			726,786			450,604			41,657,928
Mark A. Weinberger			536,173,521			19,855,077			438,115			41,657,928

			Votes For			Votes Against			Abstained			Broker Non-Votes
Ratification of appointment of Deloitte & Touche LLP as the Company’s Independent Auditor for 2025			558,719,041			38,938,826			466,774			N/A
Advisory (non-binding) vote to approve the compensation paid to the Company’s Named Executive Officers			528,295,027			26,304,727			1,866,959			41,657,928

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

METLIFE, INC.

By:

/s/ Timothy J. Ring

Name:

Timothy J. Ring

Title:

Senior Vice President and Secretary

Date: June 20, 2025

FAQ

What date was MetLife's 2025 annual meeting of shareholders?

The meeting was held on June 17, 2025.

How did shareholders vote on MetLife's Say-on-Pay proposal (MET)?

Approximately 95 % of votes cast were in favor (528.3 million “For”, 26.3 million “Against”).

Were all MetLife (MET) director nominees elected in 2025?

Yes. All eleven nominees were re-elected with support levels ranging from 94 % to 98 %.

Who is MetLife's independent auditor for fiscal year 2025?

Shareholders ratified Deloitte & Touche LLP to continue as independent auditor.

Did the 8-K disclose any financial results or strategic transactions?

No. The filing only covered Item 5.07 vote results; no earnings or transaction information was provided.

How many broker non-votes were recorded on director elections?

There were 41.7 million broker non-votes for each director item.